Schedule-IX - Minimum Provisions in Trust Deed - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

1 [Schedule IX Part A - Minimum Provisions in Trust Deed [See regulation 17H(4)] The trust deed shall, inter alia, provide the following: 1. Details of the trust, including: (i) Name of the trust; (ii) Object of the trust; (iii) Details of settlor; (iv) Details of scheme(s) administered; (v) Source(s) of funds; (vi) Description of the manner in which the trust funds shall be used for meeting the objects of the trust; (vii) Description of the classes of beneficiaries along with their rights and obligations; (viii) Details of trustee. 2. Powers and duties of trustee, including: (i) To frame rules for administration of the scheme(s) in compliance with the scheme documents, object(s) of the trust and these regulations; (ii) To maintain books of account of the trust as required under law including these regulations; 3. Mode and manner of dissolution of the trust; 4. Duties of the trustee which shall include that: (i) the trustee shall act in the interest of employees who are beneficiaries of the trust subject to provisions of these regulations, (ii) the trustee shall not act in any manner or include any provision in the trust deed that would be detrimental to the interests of the beneficiaries. 5. Such other clauses as are necessary for safeguarding the interests of the beneficiaries including such other clauses as specified by the Board. Part B - Terms and Conditions of schemes to be formulated by the Nomination and remuneration committee [See regulation 17L (2)] The nomination and remuneration committee is required to formulate the detailed terms and conditions of the schemes which shall, inter alia, include the following provisions: a. the quantum of options per employee and in aggregate under a scheme; b. the conditions under which options may vest in employees and may lapse in case of termination of employment for misconduct; c. the exercise period within which the employee can exercise the options and that options would lapse on failure to exercise the same within the exercise period; d. the specified time period within which the employee shall exercise the vested options in the event of termination or resignation; e. the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period; f. the procedure for making a fair and reasonable adjustment to the entitlement including adjustment to the number of options and to the exercise price in case of any corporate actions. In this regard, the following shall, inter alia, be taken into consideration by the nomination and remuneration committee: i. the number and price of options shall be adjusted in a manner such that total value to the employee of the options remains the same after the corporate action; ii. the vesting period and the life of the options shall be left unaltered as far as possible to protect the rights of the employee(s) who is granted such options; g. the grant, vesting and exercise of options in case of employees who are on long leave; and h. the procedure for funding the exercise of options Part C - Contents of the explanatory statement to the notice and resolution for unitholders meeting [See regulations 17M (4) and 17Q (9)] The explanatory statement to the notice and the resolution proposed to be passed for the unit based employee benefit schemes shall, inter alia, contain the following information: a. brief description of the scheme(s); b. the total number of options to be offered and granted; c. identification of classes of employees entitled to participate and be beneficiaries in the scheme(s); d. requirements of vesting and period of vesting; e. maximum period (subject to these regulations) within which the options shall be vested; f. exercise price, purchase price or pricing formula; g. exercise period/offer period and process of exercise/ acceptance of offer; h. the appraisal process for determining the eligibility of employees for the scheme(s); i. maximum number of options to be offered and issued per employee and in aggregate, if any; j. maximum quantum of benefits to be provided per employee under a scheme(s); k. whether the scheme(s) involves new issue of units by the InvIT or gift or secondary acquisition by the trust or all; l. maximum percentage of secondary acquisition (subject to limits specified under these regulations) that can be made by the trust for the purposes of the scheme(s); m. a statement to the effect that the investment manager shall conform to the accounting policies specified in regulation 17Q(7); n. the method which the investment manager shall use to value the options; o. period of lock-in. Part D - Information required in the statement to be filed with recognised Stock Exchange(s) [See regulation 17N (1)(b)] Description of Schemes 1. Unit Capital of the InvIT as on date of institution of the scheme/ amendment of the scheme. 2. Date of institution of the scheme/ amendment of the scheme. 3. Validity period of the scheme. 4. Date of notice of unitholders meeting for approving the scheme/for amending the scheme/for approving grants under regulation 22(5)(l) of these regulations. 5. Date of unitholders meeting approving the scheme/amending the scheme/approving grants under regulation 22(5)(l) of these regulations. 6. Kinds of benefit granted under the scheme. 7. Identity of classes of persons eligible under the scheme: (a) employees, (b) employees outside India, (c) directors, except independent directors. 8. Total number of units reserved under the scheme, as applicable. 9. Number of units entitled under the grant. 10. Total number of grants to be made. 11. Maximum number of options to be granted per employee per grant and in aggregate. 12. Exercise price or pricing formula. 13. Whether any amount is payable at the time of grant? If so, quantum of such amount. 14. Lock-in period under the scheme. 15. Vesting period under the scheme. 16. Maximum period within which the grant shall be vested. 17. Exercise period under the scheme. 18. Whether employee can exercise all the options vested at one time? Yes/No 19. Whether employee can exercise vested options at various points of time within the exercise period? Yes/No 20. Whether scheme provides for the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of any corporate actions? Clause in scheme describing such adjustment. 21. Description of the appraisal process for determining the eligibility of employees under the scheme. 22. The specified time period within which vested options are to be exercised in the event of termination or resignation of an employee. 23. The specified time period within which options to be exercised in the event of death of the employee. 24. Whether the scheme provides for conditions under which options vested in employees may lapse in case of termination of employment for misconduct? Clause in Scheme describing such adjustment. 25. Whether scheme provides for conditions for the grant, vesting and exercise of options in case of employees who are on long leave? Clause in scheme describing such adjustment. 26. Whether amount paid/payable by the employee at the time of the grant, vesting or exercise of the options will be forfeited if the employee does not exercise the same within the exercise period? Clause in scheme describing such adjustment. 27. Details of approval of unitholders pursuant to sub-regulation (5) of regulation 22 of these regulations with respect to: (a) Grant to identified employees, during any one year, equal to or exceeding 1% of the unit capital of the InvIT at the time of grant. 28. Details of the variation made to the scheme along with the rationale therefor and the details of the employees who are beneficiary of such variation: Sd/- Company Secretary / Compliance Officer Place: Date: Documents to be filed with the registration statement 1. Copy of scheme, certified by the Company Secretary / Compliance Officer. 2. Copy of notice of unitholder meeting approving the scheme/for amending the scheme/for approving grants under 22(5)(l) of these regulations certified by the Company Secretary / Compliance Officer. 3. Copy of resolution of unitholders for approving the scheme/ for amending the scheme/for approving grants under sub-regulation (5) of regulation 22 of these regulations certified by the Company Secretary / Compliance Officer. 4. List of sponsors as defined under these regulations. 5. Copy of latest Annual Report of the InvIT. 6. Certificate of Secretarial Auditor on compliance with these regulations. 7. Specimen copy of unit certificate, if applicable. 8. Any other relevant documents. Undertakings The undersigned investment manager hereby undertakes: 1. To file a post-effective amendment to this statement to include any material information with respect to the scheme of distribution not previously disclosed in the statement or any material change to such information in the statement. 2. To notify the concerned recognised stock exchanges on which the units of the InvIT are listed, of each issue of units pursuant to the exercise of options under the scheme mentioned in this statement, in the specified form, as amended from time to time. 3. That the investment manager shall conform to the accounting policies specified in regulation 17Q(7) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. 4. That the scheme confirms to the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014. 5. That the investment manager has in place systems / codes / procedures to comply with the Securities and Exchange Board of India (Insider Trading) Regulations, 2015 or any modification or re-enactment thereto. Signatures Pursuant to the requirements of the Securities and Exchange Board of India Act, 1992 (15 of 1992) and the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, the investment manager certifies that it has reasonable grounds to believe that it meets all the requirements for the filing of this form and has duly caused this statement to be signed on its behalf by the undersigned, thereunto, duly authorized Name of the investment manager Name of the Compliance Officer Designation Date: Place: Part E - Format of notification for issue of units [See regulation 17N(1)(c)] 1. Name of InvIT and address of Registered Office: 2. Name of the recognised Stock Exchanges on which the units of InvIT are listed: 3. Filing date of the statement referred in regulation 17N(1)(b) of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 with the recognised Stock Exchange: 4. Filing Number, if any : 5. Title of the Scheme pursuant to which units are issued, if any: 6. Kind of security to be listed : 7. Date of issue of units : 8. Number of units issued : 9. Unit Certificate No., if applicable : 10. Distinctive number of the units, if applicable : 11. ISIN Number of the units : 12. Exercise price per unit: 13. Total issued units after this issue : 14. Total issued unit capital after this issue : 15. Details of any lock-in on the units : 16. Date of expiry of lock-in : 17. Details of listing fees, if payable: Signature of Company Secretary/Compliance Officer Date: Place: Part F - Disclosures in the annual report of the InvIT [See regulation 17R(1)] The investment manager in the annual report of the InvIT shall disclose any material change in the scheme(s) and whether the scheme(s) is / are in compliance with the regulations. Further, the following details, inter alia, shall be disclosed on the InvIT s website and a web-link thereto shall be provided in the annual report. A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time. B. Details related to Unit Option Scheme (i) A description of each unit option scheme that existed at any time during the year, including the general terms and conditions of each unit option scheme, including - (a) Date of unitholders' approval (b) Total number of options approved under unit option scheme (c) Vesting requirements (d) Exercise price or pricing formula (e) Maximum term of options granted (f) Source of units (primary, secondary, gift or combination) (g) Variation in terms of options (ii) Method used to account for unit option scheme - Intrinsic or fair value. (iii) Option movement during the year (For each unit option scheme): Particulars Details Number of options outstanding at the beginning of the period Number of options granted during the year Number of options forfeited / lapsed during the year Number of options vested during the year Number of options exercised during the year Number of units arising as a result of exercise of options Number of options outstanding at the end of the year Number of options exercisable at the end of the year (iv) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the units. (v) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to - (a) senior managerial personnel as defined under clause (d) of sub-regulation (1) of regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and (c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the unit capital of the InvIT at the time of grant. (vi) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: (a) the weighted-average values of unit price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition. C. Details related to Trust (i) The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of administering the schemes under the regulations are to be disclosed: (ii) General information on all schemes Sl. No. Particulars Details 1. Name of the Trust 2. Details of the Trustee 3. Any other contribution made to the Trust during the year (iii) Brief details of transactions in units by the Trust (a) Number of units held at the beginning of the year; (b) Number of units acquired during the year through (i) primary issuance (ii) secondary acquisition, also as a percentage of unit capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per unit; (c) Number of units transferred to the employees; (d) Number of units held at the end of the year. (iv) In case of secondary acquisition of units by the Trust Number of Units As a percentage of unit capital as at the end of the year immediately preceding the year in which unitholders' approval was obtained Held at the beginning of the year Acquired during the year Transferred to the employees during the year Held at the end of the year Part G - Disclosure Document [See regulation 17Q (6)] A: Statement of Risks All investments in units or options are subject to risk as the value of units may increase or reduce. In addition, the options /are subject to the following additional risks: 1. Concentration: The risk arising out of any fall in value of units is aggravated if the employee's holding is concentrated in the units of a single InvIT. 2. Leverage: Any change in the value of the unit may lead to a significantly larger change in the value of the options. 3. Illiquidity: The options cannot be transferred to anybody and therefore the employees cannot mitigate their risks by selling the whole or part of their benefits before they are exercised. 4. Vesting: The options will lapse if the employment is terminated prior to vesting. Even after the options are vested, the unexercised options may be forfeited if the employee is terminated for gross misconduct. B: Information about the InvIT 1. Business of the InvIT: A description of the main objects and present business of the InvIT. 2. Abridged financial information: Abridged financial information, for the last five years for which audited financial information is available, as specified by the Board from time to time. The last audited accounts of the InvIT shall also be provided unless this has already been provided to the employee in connection with a previous option or grant or otherwise. 3. Risk Factors: Management perception of the risk factors for the InvIT. 4. Continuing disclosure requirement: The option grantee shall be provided copies of all documents that are sent to the unitholders of the InvIT. This shall include the annual accounts of the InvIT as well as notices of meetings and the accompanying explanatory statements. C: Salient Features of the Scheme This Part shall contain the salient features of the scheme of the investment manager including the conditions regarding vesting, exercise, adjustment for corporate actions, and forfeiture of vested options. It shall not be necessary to include this Part if it has already been provided to the employee in connection with a previous grant and no changes have taken place in the scheme since then. If the scheme administrator provides advisory services to the grantees in connection with the exercise of options or sale of resulting units, such advice shall be accompanied by an appropriate disclosure of concentration and other risks. The scheme administrator shall conform to the code of conduct appropriate for such fiduciary relationships. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/192 dated 09-07-2024